SECOND DIVISION

[G.R. No. 22604. February 3, 1925.]

GUADALUPE GONZALES and LUIS GOMEZ, plaintiffs-appellants,

vs. E. J. HABERER, defendant-appellee.

Feria & La O for appellants.

Paredes, Buencamino & Yulo for appellee.

SYLLABUS

1. REAL PROPERTY; CONTRACT TO SELL; INABILITY TO PLACE

VENDOR IN POSSESSION GROUND FOR RESCISSION. — A contract for the
sale of land which provides that the purchaser "shall have the right to take
possession of the aforesaid land immediately after the execution of this
document, together with all the improvements now existing on the same
land, such as palay plantations and others" renders it incumbent upon the
vendor to place the purchaser in possession and his inability to do so
constitutes a breach of the contract sufficient to justify its rescission.
2. ID.; ID.; MISREPRESENTATIONS BY VENDOR'S AGENT. — Where a
sale of land is effected on the strength of misrepresentations of the agent of
the vendor, the latter cannot accept the benefit of such representations and
at the same time deny the responsibility for them.

DECISION

OSTRAND, J : p

This action is brought to recover the sum of P34,260 alleged to be due

the plaintiffs from the defendant upon a written agreement for the sale of a
tract of land situated in the Province of Nueva Ecija. The plaintiffs also ask
for damages in the sum of P10,000 for the alleged failure of the defendant to
comply with his part of the agreement.
The defendant in his answer admits that of the purchase price stated in
the agreement a balance of P31,000 remains unpaid, but by way of special
defense, cross-complaint and counter-claim alleges that at the time of
entering into the contract the plaintiffs through false representations lead
him to believe that they were in possession of the land and that the title to
the greater portion thereof was not in dispute; that on seeking to obtain
possession he found that practically the entire area of the land was occupied
by adverse claimants and the title thereto disputed; that he consequently
has been unable to obtain possession of the land; and that the plaintiffs have
made no efforts to prosecute the proceedings for the registration of the land.
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 He therefore asks that the contract be rescinded; that the plaintiffs be
ordered to return to him the P30,000 already paid by him to them and to pay
P25,000 as damages for breach of the contract.
The court below dismissed the plaintiffs' complaint, declared the
contract rescinded and void and gave the defendant judgment upon his
counterclaim for the sum of P30,000, with interest from the date upon which
the judgment becomes final. The case is now before this court upon appeal
by the plaintiffs from the judgment.
The contract in question reads as follows:
"Know all men by these presents:
"That I, Guadalupe Gonzalez y Morales de Gomez, married with
Luis Gomez, of age, and resident of the municipality of Bautista,
Province of Pangasinan, Philippine Islands, do hereby state:
"1. That I am the absolute and exclusive owner of a parcel of
land situated in the barrio of Partida, municipality of Guimba, Nueva
Ecija, described as follows:
"Bounded on the north by the land of Don Marcelino Santos; on
the east, by the land of Dona Cristina Gonzalez; on the south by the
Binituan River; and on the west, by the land of Dona Ramona Gonzalez;
containing an area of 488 hectares approximately.
"2. That an application was filed for the registration of the
above described land in the registry of property of Nueva Ecija, which
application is still pending in the Court of First Instance of Nueva Ecija.
"3. That in consideration of the sum of P125 per hectare I do
hereby agree and bind myself to sell and transfer by way of real and
absolute sale the land above described to Mr. E. J. Haberer, binding
myself to execute the deed of sale immediately after the decree of the
court adjudicating said land in my favor is registered in the registry of
property of the Province of Nueva Ecija. The conditions of this
obligation to sell are as follows:
"'1. That Mr. E. J. Haberer has at this moment paid me the
sum of P30,000 on account of the price of the aforesaid land.
"'2. That said Mr. E. J. Haberer agrees and binds himself to
pay within six months from the date of the execution of this document
the unpaid balance of the purchase price.
"'3. That said Mr. E. J. Haberer shall have the right to take
possession of the aforesaid land immediately after the execution of this
document together with all the improvements now existing on the
same land, such as palay plantations and others.
"'4. That said Mr. E. J. Haberer agrees and binds himself to
pay the expenses to be incurred from this date in the registration of
the aforesaid land up to the filing of the proper decree in the office of
the register of deeds of the Province of Nueva Ecija.
"'5. That in the event that the court should hold that I am not
the owner of all or any part of the aforesaid land, I agree and bind
myself to return without interest all such amounts of money as I have
received or may receive from Mr. E. J. Haberer as the purchase price of
said land, but, in the event that the court should adjudicate a part of
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 the aforesaid land to me, then I agree and bind myself to sell said
portion adjudicated to me, returning all the amounts received from Mr.
E. J. Haberer in excess of the price of said portion at the rate of P125
per hectare.
"'6. That Mr. E. J. Haberer does hereby waive any interest or
indemnity upon the amount that I am to return to him and which I have
received from Mr. E. J. Haberer as the purchase price of the aforesaid
land.'
"I, E. J. Haberer, married, of age, and resident of the municipality
of Talavera, Nueva Ecija, do hereby state that, having known the
contents of this document, I accept the same with all the stipulations
and conditions thereof.
"I, Luis Gomez, married, of age, and resident of the municipality
of Bautista, Province of Pangasinan, do hereby grant my wife, Dna.
Guadalupe Gonzalez y Morales de Gomez, the due marital license to
execute this document and make effective the definite sale of the land
as above stipulated, she being empowered to execute the deed of sale
and other necessary documents in order that the full ownership over
the aforesaid land may be transferred to Mr. E. J. Haberer, as stipulated
in this document.
"In testimony whereof, we hereunto set our hands at Manila, this
7th day of July, 1920.
(Sgd.) "GUADALUPE G. DE GOMEZ
"E. J. HABERER
"LUIS GOMEZ
"Signed in the presence of the witnesses;
(Sgd.) "EMIGDIO DOMINGO
"L. G. ALVAREZ
"(Acknowledged before notary.)"
It is conceded by the plaintiffs that the defendant never obtained
actual or physical possession of the land, but it is argued that under the
contract quoted the plaintiffs were under no obligation to place him
possession. This of the contract gave the defendant the right to take
possession of the land immediately upon the execution of the contract and
necessarily created the obligation on the part of the plaintiffs to make good
the right thus granted; it was one of the essential conditions of the
agreement and the failure of the plaintiffs to comply with this condition,
without fault on the part of the defendant, is in itself sufficient ground for the
rescission, even in the absence of any misrepresentation on their part. (Civil
Code, art. 1124; Pabalan vs. Velez, 22 Phil., 29.)
It is therefore unnecessary to discuss the question whether the
defendant was induced to enter into the agreement through
misrepresentations made by the plaintiff Gomez. We may say, however, that
the evidence leaves no doubt that some misrepresentations were made and
that but for such misrepresentations the defendant would not have been
likely to enter into the agreement in the form it appeared. As to the
contention that the plaintiff Gonzalez cannot be charged with the
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 misrepresentations of Gomez, it is sufficient to say that the latter in
negotiating for the sale of the land acted as the agent and representative of
the other plaintiff, his wife; having accepted the benefit of the land acted as
the agent and representative of the other plaintiff, his wife; having accepted
the benefit of the representations of her agent she cannot, of course, escape
liability for them. (Haskell vs. Starbird, 152 Mass., 117; 23 A.S.R., 809.)
The contention of the appellants that the symbolic delivery effected by
the execution and delivery of the agreement was a sufficient delivery of the
possession of the land, is also without merit. The possession referred to in
the contract is evidently physical; if it were otherwise it would not have been
necessary to mention it in the contract. (See Cruzado vs. Bustos and Escaler,
34 Phil., 17.)
The judgment appealed from is in accordance with the law, is fully
sustained by the evidence, and is therefore affirmed, with the costs against
the appellants. so ordered.
Johnson, Street, Malcolm, Villamor, Johns, and Romualdez, JJ., concur.

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